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REGISTERED NUMBER: 08422391 (England and Wales)















OSMOSIS (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025






OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 7

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


OSMOSIS (HOLDINGS) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025







DIRECTORS: B G Dear
S Drews
Ms S Robertson
G Stephen
Mrs M R Edwards
M K Even





REGISTERED OFFICE: 36-38 Botolph Lane
London
United Kingdom
EC3R 8DE





REGISTERED NUMBER: 08422391 (England and Wales)





AUDITORS: Duncan & Toplis Audit Limited, Statutory Auditor
3rd Floor
Marlborough House
298 Regents Park Road
Finchley
London
N3 2SZ

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The Osmosis Group has progressed its business satisfactorily during the year. A number of significant initiatives either have been completed or were in progress at the end of the year:

(i) Overview

The suite of long-only strategies has delivered anticipated performance during a year of unpredictable market conditions. Performance continued to be hindered through the period by an ongoing momentum style based rally, significant concentration of flows into single stock names, particularly technology sector firms, and continued volatility in US trade policy decisions

(ii) Australia

The Australia Trust, investing in developed markets ex-fossil fuels, saw steady inflow through the period. A private fund investment was successfully secured towards the end of 2024.

(iii) North America

Two ETFs were launched over the period, in partnership with Harbor Capital. Seeding was secured in size by an institutional investor in North America. The ETs provided our first exposure to Emerging markets and our first unitised offering to our international strategy.
(iv) UK

Further inroads into the local government pension scheme sector was made in the first half of the year, attracting an allocation of £100m. As pools have been instructed to merge, we see the potential to broaden our footprint in this sector.


(v) Diversification

The group launched its first strategies in partnership with Harbor Capital, giving our first unitised strategies into North America. Research into multifactor strategies incorporating the Core Resource efficiency signal was started half-way through the year, focussed on strategies oriented to the Asian retail markets. Fund launches are planned for the final quarter of 2025 and the first quarter of 2026. Seeding has been verbally secured to launch Emerging Markets UCITS fund in late 2025. The Group facilitated the launch on a fixed income business based out of the Netherlands. Secured institutional seeding and capital providers and the business successfully launched 2 UCITs funds with significant seed. The group holds an equity stake in the business.

(vi) Fixed Income.

The Group facilitated the launch of an Osmosis branded Dutch associated company, having secured initial funding for this business and into which a fixed income team have been hired. The first fixed income products were launched midway through 2025 .

The Osmosis Group monitors its assets under management and advice ("AuA"), which are the source of the Group's revenue and serve as measures of absolute performance, the changes of which serve to indicate relative performance through time. The AuA levels at the end of the year under review, with the category prior year comparatives follow below.

MARKET VOLATILITY AND STRATEGY PERFORMANCE

Global equity markets continue to carry risk, though the overall rising trend of equity prices continued during the year. Inflation rates have been showing signs of steadying and, in some areas, falling. Central Banks appear to be becoming more disposed towards reducing base rates to help propel economic growth. The ongoing impact of the Russian war on Ukraine and the increasing polarisation of the US and Chinese attitudes to each other, all keep volatility in markets.

In such a market context, the Group's success in gaining new investors, in addition to follow-on flows from existing investors, is a testament to the performance delivered, the depth of the team, and the further strengthening of the Group's operational capabilities.


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

REVIEW OF BUSINESS
At the end of the year the Assets under management and advice (AuA) for the Group were:

Assets under management and advice 31 March 2025 31 March 2024

Overall AuA $17,021million $15,943 million

Core Strategies
US sub-advised $286 million $625 million
Core Equity $6,971 million $5,666 million
Core Equity ex Fossil Fuels $1,714 million $1,435 million
Core Equity ex Australia $2,101 million $1,972 million
Core Equity Composite $5,842 million $6,103 million

Active Strategies
ORE European Equities* $nil $78 million

Emerging Markets
Barbor EM ETF $106 million $nil

Hedge Strategies
Market neutral (5 times leverage)* $nil $64 million

* Fund closed during the year, following investor decisions to re-allocate capital at the end of their planned investment horizon.


POSITION OF THE GROUP'S BUSINESS AT THE END OF THE YEAR
The Osmosis Group's business position at the end of the financial year was satisfactory. The main features of the group's financial position are as follows:

Cash at bank £0.47 million
Shareholders funds £2.03 million
Retained loss for the year £0.1 million
AuA $17 billion

The prospects for the Group are considered to remained good. Investor interest continues to grow in the Group's risk and factor optimised product suite and capabilities. The ability to target better risk adjusted returns while delivering a sustainable benefit, continues to position Osmosis as a unique investment partner.

Osmosis continues to broaden its distribution capacity. Intermediary relationships have been created in Japan and Singapore and deepened in Australia and Northern Europe. Those developed in previous years are generating a steady rate of opportunities. The level of prospective investor meetings remained satisfactory during the year with continuing investor interest in Osmosis strategies.


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks to the Osmosis Group stem from material sustained abnormalities and shocks to global financial markets, whether these result from negative economic reports, changes in government policy, catastrophe - man-made or natural disaster, or infrastructure failures. Changes in the US and UK governments have had their distinct effects on the investor markets primarily targeted by the firm. The surge in investor interest in technology sector stocks continued to distort equity markets in a way not wholly favourable to resource efficient strategies. Financial markets' volatility and trends may have a significant impact on fund performance and, thence, on the investment decisions taken by allocators.

A relatively small number of institutional investors provide a significant portion of the AuA of the Osmosis Group. Re-allocation decisions by one or more of these investors could have a material negative impact on revenues.

The Group continues to ensure that all steps are taken to maintain its ability to operate in Europe on an ongoing basis, and it continues to monitor EU requirements' developments closely.

Volatility in currency markets, in turn, creates a certain amount of volatility in the sterling value of the Group's income streams, which are partially naturally hedged. As the Group's business builds further, the opportunities to create more stability in those streams are monitored closely. During the year the US dollar generally weakened against sterling, an effect that was offset by the overall uplift in the global developed equity markets.

The Osmosis Group's strategy models are quantitative and systematic and, thus, are not subject to manual intervention during normal market conditions. Extreme events are known to occur; however, infrequently, and therefore, the strategy models are subjected periodically to stress tests.

The Osmosis Group's principal financial instruments comprise bank balances, trade debtors, trade creditors and convertible loan notes (issued during the year). Bank balances represent the level of liquid resources available to the group in support of normal operations. Trade debtors and creditors arise in the normal course of events; neither are specifically used to provide finance for the Osmosis Group, and significant balances only normally arise due to settlement timing.

The objective of the Osmosis Group is to achieve continual above-benchmark growth in the level of investment assets from which its revenues are derived. While the Group is loss-making, the transition into sustained profitability during the next financial year is targeted. Liquidity risk is managed by obtaining sufficient funds from investors and finance providers, in tandem with expenditure control balanced to support ongoing operations, the development of new revenue streams and the enhancement of existing ones.

Credit and cash flow risk is managed by monitoring of amounts outstanding for age of debt and against relevant mandates. No credit is extended to customers. Due to the nature of the investors, collection of fees due may take up to 90 days.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Cyber-risks: the level of threat from malicious electronic attack to UK organisations and persons continues to rise. Regulatory focus on this area continues, in particular, by the SEC. The Osmosis Group is not immune to cyber-attacks; it remains alert to the possibility of having its operations significantly compromised by such forms of attack. The directors have accordingly taken all reasonable measures to ensure that the Osmosis Group is both well protected and is able to recover from a breach of defences swiftly. The Group ensures that all of its staff are knowledgeable about all types of extant cyber threats via a programme of ongoing training and awareness testing. It ensures that its infrastructure is as robust as possible and periodically tests its defences. The Group maintains cyber insurance; ongoing investments in infrastructure improvements continue to increase resilience and mitigate foreseeable downside effects.

UNCERTAINTIES AND RISKS FOR THE OSMOSIS GROUP
Russia's war on Ukraine and the resulting sanctions' imposition continues to impact world markets, as does the US presidential stance on import tariffs, which are reacted to by other major economic players in the world. Price inflation that has been experienced in major economies of the world has been on a downward trend, following Central Banks' interventions. Rising rates, commodity price inflation, new green regulations and societal pressures support the Osmosis investment thesis; however, the prospects for the companies comprising the investable universes for Osmosis strategies are inevitably uncertain, particularly so in the face of both global and regional economic and political economic uncertainties.

There will be corporate winners and losers as usual, and market volatility can be expected to increase in the next 12 months. The uncertainty themes of recent years are continuing in 2025 and are expected to continue for the remainder of the decade: the impact of quantitative easing programmes run by many governments over recent years is considered to be declining. Warring in Eastern Europe and the Middle East casts a shadow of uncertainty, although Middle East peace efforts recently could bring some medium term stability. Climate change remains firmly on the agenda, even if other news events shift it from the front page for periods of time. It is recognised that the Group faces uncertainty over income levels, a significant mitigant to which is the focus on meeting investor requirements and attracting allocations of assets to manage.


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Operationally, the Group continued to operate effectively, with hybrid working as the modus operandi for the foreseeable future. The technology infrastructure flexibility and resilience continue to serve the Group well.

VIABILITY OF THE GROUP
An element of the Group's risk management approach is to stress-test the business by considering a range of scenarios. Accordingly, around a central case, a number of financial forecast variations are developed, and which are a function of the key factors bearing on income levels, linked variable expense levels and semi-variable expenditure commitments. The development of scenario analysis enables the Group's management to be cognisant of potential sets of conditions to which responses can be planned, which include taking action to reduce expenditure levels and seeking further shareholder support and the speed with which any given action might need to be taken.

Included in the range of scenarios considered are those in which a significant and sustained fall in global equity markets is experienced. The Group has the ability to withstand such conditions should they occur and to take all appropriate actions to sustain the continuation of the Group.
Within the scope of the forward planning and scenario analysis sits the requirement to ensure that the Group is able to meet the FCA's applicable capital requirements and funding obligations. There is therefore careful and continuous monitoring of the Group's position with respect to both aspects.

The Financial Reporting Council requires all companies to rigorously assess all the factors affecting the business when deciding to adopt a going-concern basis for the preparation of accounts. Having reviewed results of stress-tests, as well as the Group's financial plans and level of resources, the Board considers the adoption of the going-concern basis to be appropriate.

DIRECTOR' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
The Osmosis Group is an investment manager and research house, focused on sustainability and environment foot-printing. It provides the opportunity to investors to allocate their assets to a range of investment strategies, all of which are centred on quantitative methods of optimizing portfolios based on the efficient use of resources by the universe of investable companies. The effective management of assets allocated by clients is of paramount importance to the Group.

The Directors of Osmosis (Holdings) Limited have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.
Section 172 considerations are embedded in the decision making at Board level and throughout the Group.

ON BEHALF OF THE BOARD:





G Stephen - Director


29 October 2025

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITIES
During the year the principal activities of the group were a holding company, to provide investment management services and to be involved in the development of intellectual property and provision of services.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

B G Dear
S Drews
Ms S Robertson
G Stephen
Mrs M R Edwards
M K Even

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Duncan & Toplis Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





G Stephen - Director


29 October 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
OSMOSIS (HOLDINGS) LIMITED

Opinion
We have audited the financial statements of Osmosis (Holdings) Limited Group (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
OSMOSIS (HOLDINGS) LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

- Enquiring of management concerning actual and potential litigation and claims.

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

- Reading minutes of meetings of those charged with governance.

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment forgery, collusion, omission or misrepresentation.

Whilst this is the case, our audit approach adopts a risk based approach which ensures that appropriate attention is devoted to the areas assessed as key audit risks. We performed a combination of procedures Including analytical review, detailed substantive verification of transactions and balances as well as detailed test of controls, where appropriate.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
OSMOSIS (HOLDINGS) LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Hassan Behcet (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor
3rd Floor
Marlborough House
298 Regents Park Road
Finchley
London
N3 2SZ

30 October 2025

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £    £   

TURNOVER 4 6,403,563 5,998,101

Administrative expenses 6,584,932 7,994,842
GROUP OPERATING LOSS 6 (181,369 ) (1,996,741 )

Share of operating loss in
Associates (231,885 ) -

Interest receivable and similar income 289,085 35,389
(124,169 ) (1,961,352 )

Interest payable and similar expenses 7 - 226,267
LOSS BEFORE TAXATION (124,169 ) (2,187,619 )

Tax on loss 8 - -
LOSS FOR THE FINANCIAL YEAR (124,169 ) (2,187,619 )
Loss attributable to:
Owners of the parent (124,169 ) (2,187,619 )

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £    £   

LOSS FOR THE YEAR (124,169 ) (2,187,619 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (124,169 ) (2,187,619 )

Total comprehensive income attributable to:
Owners of the parent (124,169 ) (2,187,619 )

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

CONSOLIDATED BALANCE SHEET
31 MARCH 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 1,674,653 346,887
Tangible assets 11 6,769 1,254
Investments 12
Interest in associate (231,800 ) -
1,449,622 348,141

CURRENT ASSETS
Debtors 13 2,910,233 2,798,037
Cash at bank 473,598 1,861,536
3,383,831 4,659,573
CREDITORS
Amounts falling due within one year 14 1,125,211 931,842
NET CURRENT ASSETS 2,258,620 3,727,731
TOTAL ASSETS LESS CURRENT LIABILITIES 3,708,242 4,075,872

CREDITORS
Amounts falling due after more than one year 15 1,695,731 2,751,626
NET ASSETS 2,012,511 1,324,246

CAPITAL AND RESERVES
Called up share capital 17 2,040 2,016
Share premium 18 14,326,739 13,522,488
Other reserves 18 (489 ) (489 )
Retained earnings 18 (12,315,779 ) (12,199,769 )
SHAREHOLDERS' FUNDS 2,012,511 1,324,246

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2025 and were signed on its behalf by:





G Stephen - Director


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

COMPANY BALANCE SHEET
31 MARCH 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 6,769 1,254
Investments 12 65,336 65,251
72,105 66,505

CURRENT ASSETS
Debtors 13 7,273,456 6,200,381
Cash at bank 337,636 1,638,025
7,611,092 7,838,406
CREDITORS
Amounts falling due within one year 14 8,089,359 5,940,040
NET CURRENT (LIABILITIES)/ASSETS (478,267 ) 1,898,366
TOTAL ASSETS LESS CURRENT LIABILITIES (406,162 ) 1,964,871

CREDITORS
Amounts falling due after more than one year 15 1,695,731 2,751,626
NET LIABILITIES (2,101,893 ) (786,755 )

CAPITAL AND RESERVES
Called up share capital 17 2,040 2,016
Share premium 18 14,326,739 13,522,488
Retained earnings 18 (16,430,672 ) (14,311,259 )
SHAREHOLDERS' FUNDS (2,101,893 ) (786,755 )

Company's loss for the financial year (2,119,413 ) (3,178,512 )

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2025 and were signed on its behalf by:





G Stephen - Director


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 April 2023 1,483 (10,012,150 ) 11,092,661 (489 ) 1,081,505

Changes in equity
Issue of share capital 533 - 2,429,827 - 2,430,360
Total comprehensive income - (2,187,619 ) - - (2,187,619 )
Balance at 31 March 2024 2,016 (12,199,769 ) 13,522,488 (489 ) 1,324,246

Changes in equity
Issue of share capital 24 - 804,251 - 804,275
Total comprehensive income - (116,010 ) - - (116,010 )
Balance at 31 March 2025 2,040 (12,315,779 ) 14,326,739 (489 ) 2,012,511

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 April 2023 1,483 (11,132,747 ) 11,092,661 (38,603 )

Changes in equity
Issue of share capital 533 - 2,429,827 2,430,360
Total comprehensive income - (3,178,512 ) - (3,178,512 )
Balance at 31 March 2024 2,016 (14,311,259 ) 13,522,488 (786,755 )

Changes in equity
Issue of share capital 24 - 804,251 804,275
Total comprehensive income - (2,119,413 ) - (2,119,413 )
Balance at 31 March 2025 2,040 (16,430,672 ) 14,326,739 (2,101,893 )

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (9,589 ) (2,914,511 )
Tax paid 4,175 (3,310 )
Net cash from operating activities (5,414 ) (2,917,821 )

Cash flows from investing activities
Purchase of intangible fixed assets (1,419,493 ) (60,600 )
Purchase of tangible fixed assets (8,214 ) (1,016 )
Purchase of fixed asset investments (85 ) -
Sale of short-term listed investments - 77,503
Purchase of short-term unlstd investment - (72,728 )
Interest received 289,085 35,389
Net cash from investing activities (1,138,707 ) (21,452 )

Cash flows from financing activities
Loan repayments in year (1,055,895 ) -
Amount withdrawn by directors (356 ) -
Share issue 24 533
Share premium 804,251 2,429,594
Capital distribution - (256 )
Net cash from financing activities (251,976 ) 2,429,871

Decrease in cash and cash equivalents (1,396,097 ) (509,402 )
Cash and cash equivalents at beginning of year 2 1,861,536 2,370,938
Effect of foreign exchange rate changes 8,159 -
Cash and cash equivalents at end of year 2 473,598 1,861,536

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 2024
£    £   
Loss before taxation (124,169 ) (2,187,619 )
Depreciation charges 94,426 120,552
Associated company loss 231,885 -
Finance costs - 226,267
Finance income (289,085 ) (35,389 )
(86,943 ) (1,876,189 )
Increase in trade and other debtors (111,840 ) (1,390,132 )
Increase in trade and other creditors 189,194 351,810
Cash generated from operations (9,589 ) (2,914,511 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025
31.3.25 1.4.24
£    £   
Cash and cash equivalents 473,598 1,861,536
Year ended 31 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 1,861,536 2,370,938


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24 Cash flow At 31.3.25
£    £    £   
Net cash
Cash at bank and in hand 1,861,536 (1,387,938 ) 473,598
1,861,536 (1,387,938 ) 473,598
Debt
Debts falling due after 1 year (2,751,626 ) 1,055,895 (1,695,731 )
(2,751,626 ) 1,055,895 (1,695,731 )
Total (890,090 ) (332,043 ) (1,222,133 )

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1. STATUTORY INFORMATION

Osmosis (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise Judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

Basis of consolidation:

The consolidated financial statements present the results of Group and its own subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated In full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's Identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

During 2020 the company established an Employee Benefit Trust over which control is exercised, this is therefore also included within the consolidated results of the group.

The company has taken advantage of the exemption contained within 408 of the Companies Act 2006 not to present its own Statement of comprehensive income.

Associates
When accounting for associates the group uses equity accounting. This is done by adjusting the initial investment value by any share of the company's post acquisition profit and loss.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Investments in subsidiaries and associates
The company accounts for investments in subsidiary and associate undertakings at cost.

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Useful economic lives of intangible fixed assets

The annual amortisation charge for the development costs is sensitive to changes in the estimated useful economic life. The useful economic life is re-assessed annually in correlation to the performance of the the group investment strategies. See Note 12 for the carrying amount of the development costs and Note 2.5 for the useful life.

Share based payment

Shares and the beneficial lights attached to shares are issued to certain employees and Directors. The detail of these arrangements are shown in Note 18 and Note 20.
The Directors have assessed the fair value of the shares and the beneficial rights at the point they were awarded. Due to the losses incurred by the group and the prospects at that date, they believe the fair value to be in line with the face value of the shares. If this were not the case and the fair value was in excess of this, then a share based payment charge would be required to be recognised within the financial statements.

Convertible loan

During the year the company received a loan from a third party which includes an option to convert to share capital under certain scenarios. Management have therefore assessed the loan and considered whether there is any element of the loan which is equity in nature. It is considered that the loan was issued at a market rate with no significant benefit being obtained from the inclusion of the conversion and therefore it is considered that there is no equity element to recognise.

4. TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 864,284 145,129
Europe 3,653,672 4,427,678
United States of America 526,372 -
Rest of The World 1,359,235 1,425,294
6,403,563 5,998,101

Revenue represents fee income earned in respect of funds under management. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

5. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 2,960,346 812,490
Social security costs 409,580 336,480
Other pension costs 83,566 74,189
3,453,492 1,223,159

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2025 2024

Directors 6 6
Distribution 4 3
Investment Management 20 15
Central Operations 6 6
36 30

The average number of employees by undertakings that were proportionately consolidated during the year was 36 (2024 - 30 ) .

2025 2024
£    £   
Directors' remuneration 535,776 556,821
Directors' pension contributions to money purchase schemes 15,150 14,437

The number of directors to whom retirement benefits were accruing was as follows:

Defined benefit schemes 2 2

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 320,888 342,013
Pension contributions to money purchase schemes 9,090 8,625

6. OPERATING LOSS

The operating loss is stated after charging:

2025 2024
£    £   
Hire of plant and machinery 3,886 -
Depreciation - owned assets 2,699 37,966
Computer software amortisation 91,727 82,586
Auditors' remuneration 42,500 14,000
Foreign exchange differences 89,459 50,435

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Convertible loan interest - 226,267

8. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

10. INTANGIBLE FIXED ASSETS

Group
Computer
software
£   
COST
At 1 April 2024 864,613
Additions 1,419,493
At 31 March 2025 2,284,106
AMORTISATION
At 1 April 2024 517,726
Amortisation for year 91,727
At 31 March 2025 609,453
NET BOOK VALUE
At 31 March 2025 1,674,653
At 31 March 2024 346,887

11. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 April 2024 131,833 98,516 230,349
Additions - 8,214 8,214
At 31 March 2025 131,833 106,730 238,563
DEPRECIATION
At 1 April 2024 131,833 97,262 229,095
Charge for year - 2,699 2,699
At 31 March 2025 131,833 99,961 231,794
NET BOOK VALUE
At 31 March 2025 - 6,769 6,769
At 31 March 2024 - 1,254 1,254

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

11. TANGIBLE FIXED ASSETS - continued

Company
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 April 2024 131,833 98,516 230,349
Additions - 8,214 8,214
At 31 March 2025 131,833 106,730 238,563
DEPRECIATION
At 1 April 2024 131,833 97,262 229,095
Charge for year - 2,699 2,699
At 31 March 2025 131,833 99,961 231,794
NET BOOK VALUE
At 31 March 2025 - 6,769 6,769
At 31 March 2024 - 1,254 1,254

12. FIXED ASSET INVESTMENTS

Group
Interest
in
associate
£   
COST
Additions 85
Share of profit/(loss) (231,885 )
At 31 March 2025 (231,800 )
NET BOOK VALUE
At 31 March 2025 (231,800 )

Interest in associate

Osmosis Investments Management Netherlands 2025
£   
Loss for the year (231,885 )
Share of net liabilities (231,885 )


OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

12. FIXED ASSET INVESTMENTS - continued

Company
Shares in
group
undertakings
£   
COST
At 1 April 2024 65,251
Additions 85
At 31 March 2025 65,336
NET BOOK VALUE
At 31 March 2025 65,336
At 31 March 2024 65,251


The following were subsidiary undertakings of the Company:

Name Class of Shares Holding
Osmosis Investment Management UK Limited Ordinary 100%
Osmosis Investment Research Solutions Limited Ordinary 100%
Osmosis Investment Management US LLC Ordinary 100%
Osmosis US LLC Ordinary 100%
Osmosis GP LLC Ordinary 100%
Osmosis Investments Limited Ordinary 100%
Osmosis Capital Limited Ordinary 100%
Osmosis Investment Management Australia Pty Limited Ordinary 100%
Osmosis Investment Management Netherlands Ordinary 33.916%



All of the above were incorporated in the United Kingdom with the exception of Osmosis Investment Management US LLC, Osmosis US LLC and Osmosis GP LLC which are incorporated in the USA and Osmosis Investment Management Australia Pty Limited, which is incorporated in Australia.

The registered office of the above is 36-38 Botolph Lane, London, EC3R BDE.

During the year, the Group acquired a 33.916% share of Osmosis Investment Management Netherlands Limited, with share capital of £84.

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 736,525 424,766 37,393 -
Amounts owed by group undertakings - - 6,737,923 5,864,547
Other debtors 139,747 616,514 136,813 204,314
Directors' current accounts 356 - 356 -
VAT 28,025 9,624 - 9,624
Prepayments and accrued income 2,005,580 1,747,133 360,971 121,896
2,910,233 2,798,037 7,273,456 6,200,381

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade creditors 699,625 577,317 280,963 404,699
Amounts owed to group undertakings 15,837 - 6,420,939 5,346,397
Tax 4,175 - - -
Social security and other taxes 106,461 - 106,461 -
VAT - - 130,646 -
Other creditors 33,048 48,231 972,274 396
Accruals and deferred income 266,065 306,294 178,076 188,548
1,125,211 931,842 8,089,359 5,940,040

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Other loans (see note 16) 1,695,731 2,751,626 1,695,731 2,751,626

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due between two and five years:
Other loans - 2-5 years 1,695,731 2,751,626 1,695,731 2,751,626

17. CALLED UP SHARE CAPITAL

2025 2024
£    £   
Alloted, called up and fully paid
12,850,019 (2023: 12,708,281) - A Ordinary Shares of £0.0001 1,285 1,271
4,891,049 - E Ordinary Shares of £0.0001 489 489
595,925 - Deferred shares of £0.0001 60 60
2,061,231 (2023: 1,964,865) - Non voting A Ordinary shares of £0.0001 206 196
2,040 2,016

During the year the following shares were allotted:

141,738 A Ordinary shares of £0.0001 each for cash proceeds totalling £478,767, generating a share premium of £478,753.

96,366 Non voting A Ordinary shares of £0.0001 each for cash proceeds totalling £325,508, generating a share premium of £325,498..

OSMOSIS (HOLDINGS) LIMITED (REGISTERED NUMBER: 08422391)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

18. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 April 2024 (12,199,769 ) 13,522,488 (489 ) 1,322,230
Deficit for the year (124,169 ) (124,169 )
Purchase in year 8,159 804,251 - 812,410
At 31 March 2025 (12,315,779 ) 14,326,739 (489 ) 2,010,471

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 April 2024 (14,311,259 ) 13,522,488 (788,771 )
Deficit for the year (2,119,413 ) (2,119,413 )
Purchase in year - 804,251 804,251
At 31 March 2025 (16,430,672 ) 14,326,739 (2,103,933 )